UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 9, 2018

Date of Report (Date of earliest event reported)

Registrant’s telephone number, including area code (626) 304-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)  On September 9, 2018, upon the recommendation of its Governance and Social Responsibility Committee, the Board of Directors (the “Board”) of Avery Dennison Corporation, a Delaware corporation (the “Company”), appointed Mark J. Barrenechea to the Board, effective September 10, 2018.  Mr. Barrenechea has not been appointed to serve on any committees of the Board.

In connection with his appointment and in accordance with the Company’s equity compensation program for non-employee directors, on September 10, 2018, Mr. Barrenechea received a prorated equity award consisting of 880 restricted stock units (“RSUs”), which will vest on the first anniversary of the grant date.  In addition, Mr. Barrenechea will be eligible to participate in the Company’s other non-employee director compensation programs as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 15, 2018.

A copy of the press release announcing Mr. Barrenechea’s appointment to the Board is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

For Immediate Release

MARK J. BARRENECHEA APPOINTED TO

AVERY DENNISON BOARD OF DIRECTORS

Glendale, California -- September 10, 2018 – Avery Dennison Corporation (NYSE:AVY) today announced that its board of directors has appointed Mark J. Barrenechea a director, effective September 10, 2018.

Barrenechea, 53, is vice chair, CEO and chief technology officer of OpenText Corporation (NASDAQ:OTEX), a global software leader in Enterprise Information Management with $2.8 billion in fiscal 2018 revenues.

“We’re extremely pleased to welcome Mark to our board,” said Peter K. Barker, chair of the Governance and Social Responsibility Committee of the Board of Directors, Avery Dennison. “He brings more than 30 years of experience providing leadership and innovation in the technology sector.”

“Mark is a technology leader who has deep knowledge and expertise in information management strategies,” added Dean Scarborough, chairman of the Board, Avery Dennison. “His knowledge will be invaluable to Avery Dennison as we continue to develop innovative solutions for our customers, including the development of our intelligent labels platform.”

Barrenechea joined OpenText as president and CEO in 2012 from Silicon Graphics International Corporation (SGI), where he was also president and CEO. His three decades in the technology industry include seven years at Oracle where he served as senior vice president of Applications Development as well as executive vice president & chief technology officer at CA Technologies.

Barrenechea holds a Bachelor of Science degree in Computer Science from Saint Michael’s College in Colchester, Vermont.

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For Immediate Release

About Avery Dennison

Avery Dennison Corporation (NYSE: AVY) is a global materials science and manufacturing company specializing in the design and manufacture of a wide variety of labeling and functional materials. The company’s products, which are used in nearly every major industry, include pressure-sensitive materials for labels and graphic applications; tapes and other bonding solutions for industrial, medical and retail applications; tags, labels and embellishments for apparel; and radio-frequency identification (RFID) solutions serving retail apparel and other markets. Headquartered in Glendale, California, the company employs approximately 30,000 employees in more than 50 countries. Reported sales in 2017 were $6.6 billion.

Contacts:

Avery Dennison Corporation

Media Relations

Rob Six (626) 304-2361

rob.six@averydennison.com

or

Investor Relations

Cynthia Guenther

(626) 304-2204

investorcom@averydennison.com